<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K/A NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------
DATE OF REPORT: OCTOBER 1, 1997
----------
OAK HILL FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------
Ohio 0-26876 31-1010517
- --------------- --------------------- ----------------------
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
----------
14621 State Route 93
Jackson, Ohio 44640
(614) 286-3283
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
----------
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
----------
<PAGE> 2
ITEM 2. ACQUISITIONS OR DISPOSITIONS OF ASSETS
On April 28, 1997, Oak Hill Banks, a banking corporation chartered
under the laws of Ohio ("Oak Hill Banks"), and Unity Savings Bank, a savings
bank chartered under the laws of Ohio ("Unity"), entered into an Agreement and
Plan of Merger, dated as of April 28, 1997 and a Supplemental Agreement thereto
(collectively the "Merger Agreement"), whereby Unity would be merged with and
into Oak Hill Banks (the "Merger"). Oak Hill Banks is a wholly owned subsidiary
of Oak Hill Financial, Inc., an Ohio corporation ("Oak Hill Financial").
The Merger was consummated on October 1, 1997. Pursuant to the terms of
the Merger Agreement, each shareholder of Unity received 6.903 shares of Oak
Hill Financial Common Stock in exchange for each Unity share. The total
consideration paid by Oak Hill Financial was approximately $12.7 million based
upon the issuance of 643,704 shares at $19.50 per share, the closing price of
the Oak Hill Financial Common Stock on October 1, 1997.
Oak Hill Financial filed with the Securities and Exchange Commission a
Registration Statement on Form S-4, which was declared effective on July 23,
1997, to register the shares distributed to Unity's shareholders.
The transaction was accomplished through arms-length negotiations
between Oak Hill Financial and Unity's management. There was no material
relationship between Unity's shareholders and Oak Hill Financial or its
affiliates, officers, and directors prior to this transaction.
Oak Hill Financial's press release issued on October 2, 1997 regarding
the consummation of the Merger is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of Unity, as audited by its independent
auditors, were previously filed in a Registration Statement on Form S-4,
originally filed with the Securities and Exchange Commission on June 30, 1997,
and declared effective on July 23, 1997, and are deemed to be a part of this
Amendment No. 1.
(B) PRO FORMA FINANCIAL INFORMATION.
The following are the pro forma financial statements of Oak Hill
Financial and Unity for the periods provided for therein:
-2-
<PAGE> 3
OAK HILL FINANCIAL, INC.
PRO FORMA UNAUDITED CONDENSED COMBINED CONSOLIDATED
STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 30, 1997
(In thousands, except share data)
OAK HILL UNITY PRO-FORMA PRO-FORMA
FINANCIAL, SAVINGS ADJUSTMENTS COMBINED
INC. BANK COMBINED DR (CR) TOTAL (1)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 12,111 $ 1,197 $ 13,308 $ -- $ 13,308
Investment securities designated as available for
sale- at market 45,009 10,921 55,930 -- 55,930
Loans receivable - net 221,904 48,083 269,987 -- 269,987
Other assets 7,881 2,903 10,784 -- 10,784
-------- ------- -------- ----- --------
Total assets $286,905 $63,104 $350,009 $ -- $350,009
======== ======= ======== ===== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $241,629 $46,696 $288,325 $ -- $288,325
Borrowings 18,879 7,985 26,864 -- 26,864
Other liabilities 1,138 1,061 2,199 -- 2,199
-------- ------- -------- ----- --------
Total liabilities 261,646 55,742 317,388 -- 317,388
Stockholders' Equity
Common stock, $.50 stated value; authorized 1,442 93 1,535 93 1,764
5,000,000 shares, 3,677,325 assumed outstanding(2) (322)
Additional paid-in capital 4,227 -- 4,227 229 3,998
Retained earnings 19,522 7,212 26,734 -- 26,734
Treasury stock (28) -- (28) -- (28)
Unrealized losses on securities designated as
available for sale, net of related tax effects 96 57 153 -- 153
-------- ------- -------- ----- --------
Total stockholders' equity 25,259 7,362 32,621 -- 32,621
-------- ------- -------- ----- --------
Total liabilities and stockholders' equity $286,905 $63,104 $350,009 $ -- $350,009
======== ======= ======== ===== ========
</TABLE>
Footnote explanations follow
-3-
<PAGE> 4
OAK HILL FINANCIAL, INC.
PRO FORMA UNAUDITED CONDENSED COMBINED CONSOLIDATED
STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 30, 1997
(In thousands, except share data)
OAK HILL UNITY PRO-FORMA PRO-FORMA
FINANCIAL, SAVINGS ADJUSTMENTS COMBINED
INC. BANK COMBINED DR (CR) TOTAL (1)
<S> <C> <C> <C> <C> <C>
Interest Income
Loans $14,243 $3,368 $17,611 $ -- $17,611
Investment securities 2,052 741 2,793 -- 2,793
Interest-bearings deposits and other 334 36 370 -- 370
------- ------ ------- ---- -------
Total interest income 16,629 4,145 20,774 -- 20,774
Interest expense
Deposits 7,093 1,856 8,949 -- 8,949
Borrowings 764 410 1,174 -- 1,174
------- ------ ------- ---- -------
Total interest expenses 7,857 2,266 10,123 -- 10,123
------- ------ ------- ---- -------
Net interest income 8,772 1,879 10,651 -- 10,651
Provision for losses on loans 393 404 797 -- 797
------- ------ ------- ---- -------
Net interest income after provision for
losses on loans 8,379 1,475 9,854 -- 9,854
Other income 985 172 1,157 -- 1,157
General, administrative and other expense
Employee compensation and benefits 2,733 550 3,283 -- 3,283
Occupancy and equipment 771 108 879 -- 879
Federal deposit insurance premiums 27 31 58 -- 58
Franchise taxes 249 70 319 -- 319
Other operating 1,493 1,203 2,696 -- 2,696
------- ------ ------- ---- -------
Total general, administrative and other expense 5,273 1,962 7,235 -- 7,235
------- ------ ------- ---- -------
Earnings (loss) before federal income taxes (credits) 4,091 (315) 3,776 -- 3,776
Federal income taxes (credits) 1,342 (30) 1,312 -- 1,312
------- ------ ------- ---- -------
NET EARNINGS (LOSS) $ 2,749 $ (285) $ 2,464 $ -- $ 2,464
======= ====== ======= ==== =======
EARNINGS (LOSS) PER COMMON SHARE (4) $ .95 $(3.06) $ --
======= ====== ====
PRO FORMA EARNINGS PER COMMON SHARE (5) $ .70 $ .70
======= =======
</TABLE>
Footnote explanations follow.
-4-
<PAGE> 5
(1) The Pro Forma Condensed Combined Consolidated Statements of Financial
Condition reflect that the Merger was accounted for as a pooling of
interests. Accordingly, the Company and Unity's assets, liabilities and
stockholders' equity are added together at the historical carrying
values. Both of the companies utilize the same accounting methods and
there were no intercompany transactions effected as of or for any of
the periods presented.
(2) The Pro Forma Unaudited Condensed Combined Consolidated Statements of
Financial Condition reflect an exchange ratio of 6.903 shares of the
Company for each Unity share based on Merger Consideration which sets
forth the issuance of 643,690 of the Company's common shares in
exchange for all 93,250 shares of Unity's $1.00 par value common
shares.
(3) The Company's historic weighted average shares outstanding totaled
2,873,500 for the nine month period ended September 30, 1997. Unity's
historic weighted average shares outstanding totaled 93,250 for the
nine month period ended September 30, 1997.
(4) Pro forma earnings per common share is based on Merger Consideration of
6.903 of the Company's shares for each outstanding Unity Share and
3,517,190 weighted average pro forma shares outstanding for the nine
months ended September 30, 1997.
-5-
<PAGE> 6
(C) EXHIBITS.
Exhibit No. Description
2(a) Agreement and Plan of Merger, dated as of April
28, 1997, between Oak Hill Banks and Unity
Savings Bank. (Reference is made to Exhibit 2(a)
to the Form 8-K, dated April 28, 1997 and filed
on May 6, 1997, and incorporated herein by
reference).
2(b) Supplemental Agreement, dated as of April 28,
1997, among Oak Hill Financial, Inc., Oak Hill
Banks, and Unity Savings Bank. (Reference is made
to Exhibit 2(b) to the Form 8-K, dated April 28,
1997, and filed on May 6, 1997, and incorporated
herein by reference).
99 Press release of Oak Hill Financial, Inc., issued
October 2, 1997, regarding consummation of the
Merger. (Reference is made to Exhibit 99 to the
Form 8-K, dated October 1, 1997, and filed on
October 14, 1997, and incorporated herein by
reference).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OAK HILL FINANCIAL, INC.
Date: December 15, 1997 By: /s/ John D. Kidd
------------------------------
John D. Kidd, Chief Executive Officer
-6-
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Description Page
2(a) Agreement and Plan of Merger, dated as of April
28, 1997, between Oak Hill Banks and Unity
Savings Bank. (Reference is made to Exhibit 2(a)
to the Form 8-K, dated April 28, 1997 and filed
on May 6, 1997, and incorporated herein by
reference).
2(b) Supplemental Agreement, dated as of April 28,
1997, among Oak Hill Financial, Inc., Oak Hill
Banks, and Unity Savings Bank. (Reference is made
to Exhibit 2(b) to the Form 8-K, dated April 28,
1997, and filed on May 6, 1997, and incorporated
herein by reference).
99 Press release of Oak Hill Financial, Inc. issued
October 2, 1997, regarding consummation of the
Merger. (Reference is made to Exhibit 99 to the
Form 8-K, dated October 1, 1997, and filed on
October 14, 1997, and incorporated herein by
reference).
-7-
